Institutional Presentation May 2016
Section 1 Unidas At a Glance
Unidas At a Glance 3 rd largest Brazilian car rental company by total fleet, with nationwide operations in fleet management solutions, car rental and used car sales Total Fleet 1Q16 (1) 43,457 Integrated business model that leverages on economies of scale in all stages of the value chain, maximizing returns to shareholders 3 rd fastest growing car rental company in Brazil (2014), by fleet size, among competition that discloses such information, with increasing profitability (ROIC) Strong brand, with high quality standards, proven by several indicators, and focused on customer satisfaction Top-notch sponsorship, combining operational and financial discipline expertise, with a fully aligned management team, driving long-term value creation Notes: (1) Total number of cars at 1Q16 3
Successful Track-Record Growth History 1985-2000 2001-2010 2011-2013 Future Foundation SAG and Growth Restructuring Period Next Level of Growth Unidas was founded in 1985 through the merger of 5 car rental companies and the entry of 2 investors In 2001, SAG Group acquired Unidas In 2004, the first store for Used Vehicle Sales was opened In 2005, the franchise business model ( Franquia Chave na Mão ) was launched Total fleet CAGR 2005-2010: 12.5% p.a. Restructuring process with focus on growth, profitability and service quality R$ 300mm investment by Vinci, Gávea and Kinea, 3 well-known Brazilian private equity firms Strategic partnerships with Enterprise (largest car rental company in the world by revenue and fleet) and TAM (largest airline operating in Brazil) IPO Primary proceeds to accelerate growth Maintain focus on: Profitable growth Service quality Financial discipline Cost management Acquisition of Best Fleet, fleet management company focused on the premium segment 4
Section 2 Unidas Business Model
Integrated and Diversified Business Model Total Fleet 1Q16 (1) : 43,457 units Rent-a-Car (RaC) LTM 2016 Net Revenues: R$291.1 mm Fleet Size (1) : 19,374 Airport Stores 49 (24%) Out of Airport 155 (76%) Country Wide Coverage Fleet Management LTM 2016 Net Revenues: R$278.7 mm Fleet Size (1) : 21,248 Franchise Stores (102) (Own and Franchise) Franchise LTM 2016 Net Revenues: R$32.4 mm Fleet Size (1) : 2,835 Own Stores (94) Used Car Stores (41) Used Car Sales LTM 2016 Number of cars sold: 20,382 ~60% of sales through retail stores Notas: (1) Total number of cars at 1Q16 6
0 100 200 300 400 500 600 700 800 900 1.000 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 750 650 550 450 350 250 150 50 Industry Growth Opportunities Good long-term prospects will drive industry growth in the short and long term Fast Growing Industry Low Corporate Fleet Outsourcing Penetration & Increasing Affordability Fragmented Market Car Rental Market - Fleet Underpenetrated Market 58.3% Market Share (by car rental fleet) CAGR (05-15) 2015 2014 2013 2012 12.7% 13.1% 12.9% 375 478 853 332 441 773 223 307 530 211 279 490 24.5% 5.4% 8.9% 13.3% 15.8% 16.5% 37.4% 46.9% 74.0% 5.1% 20.9% TOP 3 PLAYERS 26% (2015) 2011 200 245 445 2010 2009 2008 182 174 143 232 414 189 363 175 319 Car Rental Affordability 350 380 415 465 510 545 622 678 724 788 Other 7% 2007 2006 128 115 156 135 284 250 22% 20% 18% Monthly Minimum Wage (R$) 16% 15% 15% 13% 12% 11% 10% 2005 101 123 224 RaC (Total Fleet) [#000] Fleet Mgmt (Total Fleet) [#000] 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Daily Rental Price Over Minimum Wage (%) 93% TOP 3 PLAYERS (2015) Source: ABLA (Brazilian Car Rental Association) and Companies Releases. 7
140,0 120,0 100,0 80,0 60,0 40,0 20,0 0,0 1.200 1.000 800 600 400 200 0 Rent-a-Car 3 rd largest player (2015) in the fragmented RaC segment. Significant turnaround improvements already underway Huge Space for Growth Market Share(%) (1) Strong Growth Already Happening Rental Days (# thousand) (2015) Others 64.5% 5.1% 9.9% 20.4% 383 398 509 789 1.000 1.046 1Q11 1Q12 1Q13 1Q14 1Q15 1Q16 Significant Efficiency Improvements Utilization Rate (%) and Average Rate per Day (R$) Own Stores Franchise Stores 35 39 53 81 58 64 67 75 84 81 97 107 81.0 91.0 86.6 80.6 79.2 77.0 77.4% 64.6% 66.7% 70.5% 73.3% 77.3% 1Q11 1Q12 1Q13 1Q14 1Q15 1Q16 Continuous performance improvements and potential to grow further Well positioned in the leisure segment Focus on to improving the penetration in large segments, such as Replacement and Corporate Rentals Utilization Rate Rate per Day Note: (1) In terms of fleet size. Source: ABLA and players that disclose such information 8
Fleet Management Unidas has a strong position in the fragmented Fleet Management segment, a diversified client base and is uniquely positioned to take advantage of significant growth upside Resilient Segment Long-term Contracts Balanced Customer Base Different Fleet Sizes and Low Concentration Low Fixed Costs Diversified Client Base Unidas has a diversified client base, consisting of (i) contracts with less than 50 vehicles, which have higher margins; and (ii) contracts with larger customers, which allow Unidas to benefit from gains of scale Acyclical business, with predictable revenues even in unfavorable economic scenarios Top 10 Customers (1Q16) (in terms of Revenues) 87.6% 12.4% Breakdown of Customer Base (in terms of # customers) 964 19.0% 74.0% Mar/16 Number of vehicles >501-0.4% 101 a 500-2.8% 51 a 100-3.8% 11 a 50-19.0% 1 a 10-74.0% 4th player (1) in the fragmented Fleet Management market Fleet of 21,248 cars (1Q16) Net Revenues: R$278.7 mm (LTM 1Q16) Source: ABLA and Companies releases. Market Share % (2) Others 73,6% 4.3% Note: (1) Considering players that disclose such information. (2) In terms of fleet size. 7.1% 6.5% 5.0% 3.4% (2014) Unique positioning and significant potential to increase profitability Balanced client base, with a mix between large and medium/small companies Presence in diversified segments and geographies 9
Used Car Sales Unidas has two efficient channels for fleet sales in its used car sales business: (i) own and franchise stores (retail, ~60% of total sales); and (ii) wholesale Country Wide Coverage Distribution Platform Focus on Retail approx. 60% of sales Higher average price of sale Improvement in resulting depreciation Franchising used car sales stores Increase in capillarity Low Capex requirement Reduction of logistics costs Cash generation for the purchase of new vehicles Used Car Stores (Own and Franchise) Used Car Sales (Own and Franchise) ¹ RaC Stores (204) (Own and Franchise) 22 own stores 21 franchise stores 30% Used Car Stores (43) (Own and Franchise) Nota: (1) Considering the total sale of own and franchise stores of 1Q16. 41 43 33 21 8 9 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 70% Own Stores Franchise Stores 10
Characteristics of Unidas business Consolidated Business Model with Strong Upside Potential Complementary business segments generating economies of scale and profitability 1 Financial Strength Focused on Value Creation Value creation through financial discipline and cost management 2 Main Improvements and Upsides To Be Captured RaC and other segments key strategies to boost company s results 3 11
1 Consolidated Business Model with Strong Upside Potential Unidas is uniquely positioned in its 4 key platforms to benefit from additional upsides Fundraising Purchase of New Vehicles Ratings braa- Stable outlook AA-(bra) Stable outlook Marginal Cost of Debt Long Term (1) Contracted in 2015: CDI + 1.80% New vehicles purchased directly from manufacturers (17,471 purchased vehicles in the 1Q16 LTM) Fleet reached 43,457 cars as of 1Q16 Used Car Sales Rental Revenues Retail Stores (Own and Franchise): Concentrates the majority of company s revenue used car sales approx 60% Wholesale: sales made through car auctions or through used car dealers Rent-a-Car + Franchise Fleet & Management Highly predictable used car sales volume and mix An integrated business model designed to create value through: (i) complementary business segments (cross-selling opportunities); (ii) economies of scale and (iii) operational efficiencies (1) Considering the 6th Debenture Issue and the 5th Commercial Paper Issue. 12
1,0x 1,0x 1,0x 1,1x 1,1x 1,1x 1,1x 1,1x 1,2x 1,2x 1,2x 1,2x 1,2x 1,3x 1,3x 1,3x 1,3x 1,3x 1,4x 1,4x 1,4x 1,4x 1,4x 1,5x 1,5x 1,5x 1,5x 1,5x 1,6x 1,6x 1,6x 1,6x 1,6x 1,7x 1,7x 1,7x 1,7x 1,7x 1,8x 1,8x 1,8x 1,8x 1,8x 1,9x 1,9x 1,9x 1,9x 1,9x 2,0x 2,0x 2,0x 2,0x 2,0x 2,1x 2,1x 2,1x 2,1x 2,1x 2,2x 2,2x 2,2x 2,2x 2,2x 2,3x 2,3x 2,3x 2,3x 2,3x 2,4x 2,4x 2,4x 2,4x 2,4x 2,5x 2,5x 2,5x 2,5x 2,5x 2,6x 2,6x 2,6x 2,6x 2,6x 2,7x 2,7x 2,7x 2,7x 2,7x 2,8x 2,8x 2,8x 2,8x 2,8x 2,9x 2,9x 2,9x 2,9x 2,9x 3,0x 3,0x 3,0x 3,0x 3,0x 3,1x 3,1x 3,1x 3,1x 3,1x 3,2x 3,2x 3,2x 3,2x 3,2x 3,3x 3,3x 3,3x 3,3x 3,3x 3,4x 3,4x 3,4x 3,4x 3,4x 3,5x 3,5x 3,5x 3,5x 3,5x 3,6x 3,6x 3,6x 3,6x 3,6x 3,7x 3,7x 3,7x 3,7x 3,7x 3,8x 3,8x 3,8x 3,8x 3,8x 3,9x 3,9x 3,9x 3,9x 3,9x 4,0x 4,0x 4,0x 2 Financial Strength Focused on Value Creation Unidas has significantly improved its financial performance and profitability by focusing on financial controls and cost efficiencies Financial discipline... Net Debt/EBITDA Ratio and Cost of Debt 1 (a.a.) Capital Increase 3.5x Best Fleet Acquisition 2.4x 2.4x 2.3x 1.9x 2.0x 2.0x 2.1x 2.1x 1.7x 1.6x... aligned with cost management = has created value for shareholders Adj. EBIT (BRL MM) and Adj. EBIT Margin 2 Adj. Net Income (BRL MM) and Net Margin 2 300 250 200 150 100 50 0 (50) (4.2%) 12.5% 45 22.8% 26.4% 27.6% 29.1% 30.1% 90 136 160 175 181 (15) 2010 2011 2012 2013 2014 2015 2016 LTM Adjusted EBIT Adjusted EBIT Margin 30,0% 20,0% 10,0% 0,0% (10,0%) (20,0%) (18.0%) (34.5%) (126) (65) 8.2% 6.9% 7.0% 7.1% 8.3% 33 36 41 43 50 2010 2011 2012 2013 2014 2015 2016 LTM Adjusted Net Income Net Margin 5.2% ROIC 3 = NOPAT 4 / (Vehicle Purchase Price) ROE = Adj. Net Income 2 / Shareholders Equity 5 3.4% 3.3% 3.1% 2.8% 2.9% 2.4% 2.3% 2.0% 2.0% 2.1% 5.6% 7.1% 9.0% 13.3% 14.7% 14.8% n.m. 5.7% 7.9% 8.8% 5.7% 6.6% Net Debt / EBITDA Cost of Debt -1.3% (12.1%) Marginal Cost CDI +1.8% Rating: braa- S&P and AA-(bra) Fitch Ratings 2010 2011 2012 2013 2014 2015 2016 LTM 2010 2011 2012 2013 2014 2015 2016 LTM Notes: (1) Spread over CDI per year. (2) Consolidated EBIT and Net Income Adjusted for non-recurring items: IPO expenses cancelled in the first quarter of 2014 and Deferred Taxes; Margins are based on rental revenues. (3) Vehicle cycle: 2.1 years (4) NOPAT considers the adjustment for non-recurring depreciation resulted from IPI reduction and an effective tax rate of the period (LTM); (5) Annual average shareholder s equity. 13
3 Unidas Has a Solid Strategy to Continue Profitable Growth Continuously seek and take advantage of opportunities to gain scale and efficiency Profitable Growth Strategy Expand Top-Line Increase Margins Rent-a-Car Fleet Management M&A Increased Efficiency Financial Discipline Harness industry growth drivers Leisure: Reinforce Strong Presence Corporate/Replacement: Looking for new opportunities Maintenance of superior customer service Maximize profitability with specialized offerings Underpenetrated corporate fleet market Profitable diversified client base Contracts pricing discipline Take advantage of sector fragmentation Analyze targets case-bycase with focus on value creation Best Fleet acquisition Premium segment 3.6x EBITDA 12 Fixed cost dilution over larger revenue base Targeted variable cost reduction 2014: Zero based budgeting Optimize capital structure Reduce funding costs Sales of additional items (protections/gps/child seat, ) 14
3 Quality Service & Client Focus Create a Superior Service Culture A Aggressive and Intensive Training Program B Superior Customer Satisfaction 1 722 Average 0,9 training participation 668 16.9% 96.0% 844 1.309 Average 1,6 training participation Average monthly between the 1S14 and the 2S15: 1,297 interviews Very Satisfied 7 p.p. vs 1T15 54% 56% 64% 60% 61% 42% 40% 32% 36% 36% 4% 2% 2% 4% 4% 2014 2015 Number - RAC Employees Number - Training Program Participation 1T15 2T15 3T15 4T15 1T16 Very Satisfied Satisfied Unsatisfied+Very Unsatisfied C Mystery Shopper Program D Amaze Service Day is Unidas Trademark Results affect stores commission, which impacts employees remuneration Notes: (1) Based on an internal survey (ISEU). 15
3 Quality Service & Client Focus Image Improvement Sever Makeover Salvador Airport - RaC Before After Galeão Airport - RaC Before After 16
3 Quality Service & Client Focus Image Improvement Sever Makeover Brasília Airport - RaC Before After Santo André - Used Vehicle Store Before After After 17
3 Quality Service & Client Focus ATM Totem 43th ABAV Edition ( major Brazilian travel and tourism event ) Sep/15 18
3 Street Furniture Rio de Janeiro 600 pieces of furniture March/April São Paulo 540 pieces of furniture March/April 19
3 Unparalleled Network of Strategic Partnerships Strategic partnerships are key to driving growth and global brand awareness Worldwide Network Complementary Business April/2012: Unidas established a 15 year (+5 optional) franchise agreement with Enterprise, the largest Rent-a-Car company in the world by revenues, number of employees and fleet size Unidas has the right to operate Enterprise s brands, Alamo and National, in Brazil. Currently this franchise agreement is responsible for about ~8% of Unidas RaC net revenues Jan/2013: Exclusive partnership between Unidas and TAM was established, creating special car rental terms for customers who travel with TAM Airlines In Mar/16, TAM customers are already responsible for about ~6% of Unidas RaC net revenues. Several partnership opportunities in order to Enterprise had 2015 revenues of US$13.9 billion Integration of a worldwide client base, with negligible CAPEX Intense know-how exchange Gain market share in the Rent-a-Car market Promote the Unidas brand Further increase convenience for customers Further increase convenience for customers 20
Section 3 Financial Highlights
Financial Highlights Rental revenue growth confirm solid operational improvement, translating into better margins Net Rental Revenues (R$mm) 1 Consolidated EBITDA (R$mm) and EBITDA Margin (%) 2 573 604 516 361 396 228 293 323 156 173 153 152 205 223 288 280 281 83 84 70 68 2011 2012 2013 2014 2015 1Q15 1Q16 Fleet Management Rent-a-Car + Franchise Consolidated EBIT (R$mm) and EBIT Margin (%) 2,3 46% 52% 53% 52% 51% 51% 51% 345 333 285 205 167 88 85 2011 2012 2013 2014 2015 1Q15 1Q16 Net Income (R$mm) and Net Margin (%) 2,3 70% 60% 50% 40% 30% 20% 10% 0% -10% -20% -30% -40% -50% -60% -70% -80% -90% -100% -110% -120% -130% -140% -150% -160% -170% -180% -190% -200% -210% -220% -230% -240% -250% -260% -270% -280% -290% -300% (4%) (15) 23% 90 26% 28% 136 160 29% 28% 32% 175 42 48 (18.0%) 2010 (65) 8.2% 6.9% 7.0% 7.1% 8.3% 33 36 41 43 50 2011 2012 2013 2014 2015 1Q15 1Q16 Notes: (1) Revenues include Best Fleet s figures, consolidated as of March 6th, 2013 (2) Margin based on the rental revenues. (3) Consolidated EBIT and Net Income Adjusted for non-recurring items: IPO expenses cancelled in the first quarter and Deferred Taxes. Source: Companies releases 2011 2012 2013 2014 2015 2016 LTM Unida s: estimated effective tax rate ~0,2% 1Q16 (LTM) (due to fiscal benefits generated from the existing NOL) 22
Financial Highlights (cont d) Unidas presents a healthy balance sheet Net Debt (R$mm) and Net Debt to EBITDA 1 Net Debt+ Automakers (OEMs) x Fleet Value Covenant Limit < 3.5x 1200 3.8x 4 1000 1.8x 1.7x 2.2x 2.0x 2.0x 2.0x 2.2x 2.1x 2.3x 3 2 800 1 0 600-1 400 200 512 299 345 632 718 704 714 738 761 778-2 -3-4 0 2010 2011 2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16-5 Net Debt Net Debt / Dívida Líquida Covenant Limit Unidas Debt Profile BRL MM (as of 1Q16) Total Debt: R$871.1 mm Unidas Debt Principal Amortization Schedule (R$mm) Total Principal Amortization: R$763.1 mm² CDI +3.40% CDI 30.0 +2.30% 31.1 CDI +1.70% 102.1 120.1 CDI +1.81% CDI +2.15% 166.0 211.0 141.9 CDI +1.80% 68.8 CDI +3.15% CDI +1.80% 2nd Debenture Issue 3rd Debenture Issue 4th Debenture Issue 5th Debenture Issue 6ª Emissão de Debêntures 5th Commercial Paper 6th Commercial Paper Working Capital Total cost: CDI + 1.94% Marginal cost 2015: CDI + 2.14% 152.2 49.4 144.1 151.9 353.5 414.3 107.2 Caixa 2016 2017 2018 2019 Amortized until Apr/16 Amortization May/16 to Sep/16 Amortization 2nd /4th Debentures Issues Oct/16 and Nov/16 Note: (1) Net Debt in 9M13 affected by the issuance of the 3 rd Series of Debentures, used to fund Best Fleet acquisition. (2) Considering the following amortization from May to December to 2016. Source: Company s Releases 40.0 23
Disclaimer The material that follows is a presentation of operating and financial information of UNIDAS on the day of the presentation. This is a summary of information that has no intention to be complete and should not be considered by prospective investors as investment advice. There is no pronouncement or given any warranty as to the accuracy, adequacy or completeness of the information presented here in, that should not be used as a basis for investment decisions. Such information and forward-looking statements are only predictions and are not guarantees of future performance. Investors should be cautioned that such statements and information contained herein are, and will be, as the case may be, subject to risks, uncertainties and factors relating to the operations and business environment of UNIDAS and its subsidiaries, pursuant to which the actual results of the companies may differ materially from future results expressed or implied by the statements and information presented herein. 24